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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 23, 1998
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MERIDIAN INDUSTRIAL TRUST, INC.
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(Exact name of registrant as specified in its charter)
Maryland 1-14166 94-3224765
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(State of Organization) (Commission Number) (IRS Employer I.D. #)
455 Market Street, 17th Floor, San Francisco, California 94105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 281-3900
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Not Applicable
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(Former name or former address, if changed since last report)
This document contains ___ sequentially numbered pages.
The exhibit index is located on page ____.
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ITEM 5. OTHER EVENTS.
On March 20, 1998 and May 1, 1998, MDN/JSC-II Limited Partnership (the
"Partnership"), a partnership in which Meridian Industrial Trust, Inc.
("Company") through wholly-owned subsidiaries holds a controlling interest,
completed the acquisition of seven properties located in Las Vegas, Nevada
and Dallas, Texas for total consideration of $52.0 million. This portfolio
of properties was acquired from limited partnerships of the Jackson-Shaw
Company. In order to comply with the requirements of Rule 3-14 of
Regulation S-X of the Securities and Exchange Commission regarding audits of
acquisitions which are individually insignificant but in the aggregate
significant, the Company hereby files the accompanying combined statements of
revenues and certain expenses of the Jackson Shaw Portfolio for the year
ended December 31, 1997 and for the three months ended March 31, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS.
(c) EXHIBITS. The following exhibits are attached to this report:
99.1 Report of Independent Public Accountants dated June 17,
1998
99.2 Combined Statements of Revenues and Certain Expenses of
the Jackson Shaw Portfolio for the year ended December
31, 1997 and the three months ended March 31, 1998.
99.3 Consent of Independent Public Accountants
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MERIDIAN INDUSTRIAL TRUST, INC.
Date: June 22, 1998 By:
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Robert A. Dobbin
Secretary
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EXHIBIT 99.1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Meridian Industrial Trust, Inc.:
We have audited the accompanying combined statements of revenues and
certain expenses of the Jackson Shaw Portfolio, as defined in Note 1, for the
year ended December 31, 1997. This financial statement is the responsibility
of the management of the Company. Our responsibility is to express an
opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
The accompanying combined statement of revenues and certain expenses was
prepared for the purpose of complying with Rule 3-14 of the Securities and
Exchange Commission's rules and regulations and is not intended to be a complete
presentation of the revenues and expenses of the Jackson Shaw Portfolio.
In our opinion, the combined financial statement referred to above presents
fairly, in all material respects, the revenues and certain expenses of the
Jackson Shaw Portfolio for the year ended December 31, 1997, in conformity with
generally accepted accounting principles.
ARTHUR ANDERSEN LLP
San Francisco, California
June 17, 1998
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EXHIBIT 99.2
MERIDIAN INDUSTRIAL TRUST, INC.
COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES OF
THE JACKSON SHAW PORTFOLIO FOR THE YEAR ENDED DECEMBER 31, 1997
AND THE THREE MONTHS ENDED MARCH 31, 1998 (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months
Ended March 31, Year Ended
1998 (unaudited) December 31, 1997
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<S> <C> <C>
RENTAL REVENUES $ 1,337 $ 4,541
CERTAIN EXPENSES:
Real estate taxes 152 439
Property operating and maintenance 110 343
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262 782
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Revenues in excess of certain expenses $ 1,075 $ 3,759
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</TABLE>
The accompanying notes are an integral part of this statement.
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MERIDIAN INDUSTRIAL TRUST, INC.
NOTES TO COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES OF
THE JACKSON SHAW PORTFOLIO FOR THE YEAR ENDED DECEMBER 31, 1997
AND THE THREE MONTHS ENDED MARCH 31, 1998 (UNAUDITED)
(IN THOUSANDS)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
PORTFOLIO ACQUIRED
The accompanying combined statements of revenues and certain expenses
include the operations (see "Basis of Presentation" below) of the Jackson
Shaw Portfolio (the "Portfolio") of industrial properties acquired by
MDN/JSC-II Limited Partnership. (the "Partnership") during March, 1998 and
May, 1998. MIT Unsecured, Inc. and MIT-ULP, Inc., wholly owned
subsidiaries of Meridian Industrial Trust, Inc., are the general and
limited partner of the Partnership with a 1% and 67% ownership,
respectively. In addition, Arshaw Partners I, South Arville Center Limited
Partnership, Cameron Road Limited Partnership and JSC-Nevada, Inc. are
limited partners in the partnership (collectively, the "Jackson Shaw
Limited Partnerships").
The Portfolio consists of the following:
<TABLE>
<CAPTION>
Property Name Location
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<S> <C>
4701 Cameron Street Las Vegas, Nevada
7000 Placid Street Las Vegas, Nevada
South Arville Center Las Vegas, Nevada
2800 Technology Dallas, Texas
3000 Technology Dallas, Texas
2901 Summit Dallas, Texas
3001 Summit Dallas, Texas
</TABLE>
BASIS OF PRESENTATION
The accompanying combined statements of revenues and certain expenses are
not representative of the actual operations of the Portfolio for the
periods presented. Certain expenses may not be comparable to the expenses
expected to be incurred by the Company in the proposed future operations of
the Portfolio; however, the Company is not aware of any material factors
relating to the Portfolio that would cause the reported financial
information not to be indicative of future operating results. Expenses
included in property operating and maintenance expenses include utilities,
insurance, landscaping, and maintenance and repairs. Excluded expenses
consist primarily of interest expense, depreciation and amortization, and
other costs not directly related to the future operations of the Portfolio.
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The financial information presented for the three months ended March 31,
1998 is not audited. In the opinion of management, the unaudited financial
information contains all adjustments, consisting of normal recurring
accruals, necessary for a fair presentation of the combined statements of
revenues and certain expenses for the Portfolio.
REVENUE RECOGNITION
All leases are classified as operating leases, and rental revenues are
recognized on a straightline basis over the terms of the leases.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of revenues and expenses.
Actual results may differ from these estimates.
2. LEASING ACTIVITY:
Future minimum rental revenues under noncancelable operating lease
agreements in effect at April 1, 1998 and annually thereafter are as
follows (in thousands):
<TABLE>
<CAPTION>
YEAR AMOUNT
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<S> <C>
1998 (9 months) $ 3,400
1999 4,297
2000 3,866
2001 3,059
2002 2,275
Thereafter 2,630
</TABLE>
In addition to minimum rental payments, tenants pay reimbursements for
their pro rata share of specified operating expenses, which amounted to
$437,000 for the year ended December 31, 1997 and $176,000 for the three
months ended March 31, 1998 (unaudited). Certain leases contain options to
renew.
3. MORTGAGE NOTES PAYABLE:
The following table presents unaudited information as of May 31, 1998
regarding the notes payable assumed by the Company in connection with the
acquisition of the Portfolio. All such instruments are first lien notes
secured by the rental properties and require monthly principal and interest
payments ($ in thousands).
<TABLE>
<CAPTION>
Stated
Interest Annual Maturity
Name and Location of Property Rate Payments Dates Balance
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<S> <C> <C> <C> <C>
4701 Cameron Street, Las Vegas, NV 7.50% $ 568 07/01/11 $ 6,229
7000 Placid Street, Las Vegas, NV 8.30% $ 751 12/01/09 $ 7,527
2800 Technology Drive, Dallas, TX 6.95% $ 300 04/15/06 $ 4,045
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Total $ 17,801
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EXHIBIT 99.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 8-K, into Meridian Industrial Trust, Inc.'s
previously filed Registration Statements File Nos. 333-24579 and 333-57101.
ARTHUR ANDERSEN LLP
San Francisco, California
June 23, 1998
